Result of AGM

Mondi Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1967/013038/06)
JSE share code: MND ISIN: ZAE000156550

Mondi plc
(Incorporated in England and Wales)
(Registered number: 6209386)
JSE share code: MNP ISIN: GB00B1CRLC47
LSE share code: MNDI

13 May 2016

Annual General Meetings – Mondi Limited and Mondi plc

As part of the dual listed company structure, Mondi Limited and Mondi plc notify both the JSE Limited and the London Stock Exchange of matters required to be disclosed under the Listings Requirements of the JSE Limited and/or the Disclosure and Transparency and Listing Rules of the United Kingdom Listing Authority.

The Annual General Meetings of Mondi Limited and Mondi plc were both held on 12 May 2016. As required by the dual listed company structure, all resolutions were treated as Joint Electorate Actions and were decided on a poll. All resolutions at both meetings were passed. The voting results of the Joint Electorate Actions are identical and are given below. Overall in excess of 76% of the total Group shares were voted.

The directors have noted that the votes against resolutions 20, 21, 22, 31 and 32 were higher than for other resolutions. These resolutions relate to the authority to be given to directors to allot and issue shares. The voting is in line with the pattern Mondi has seen at previous Annual General Meetings. Having engaged with shareholders in this regard over recent years the directors are aware that South African shareholders in particular (who represent over 33% of the total voting shares) have particular concerns about these types of resolution. We understand from our engagement with shareholders that this is not specific to Mondi and they routinely vote against such resolutions as a matter of policy.

Resolution	Votes For		%		Votes Against		%		Votes Total		Votes Withheld
Common Business: Mondi Limited and Mondi plc
1. To elect Dominique Reiniche as a director	370,949,437		99.64		1,358,351		0.36		372,307,788		1,325,147
2. To re-elect Stephen Harris as a director	370,698,749		99.57		1,609,039		0.43		372,307,788		1,325,147
3. To re-elect David Hathorn as a director	371,503,468		99.56		1,636,404		0.44		373,139,872		493,063
4. To re-elect Andrew King as a director	369,781,665		99.32		2,525,998		0.68		372,307,663		1,325,272
5. To re-elect John Nicholas as a director	369,614,536		99.28		2,693,227		0.72		372,307,763		1,325,172
6. To re-elect Peter Oswald as a director	370,610,679		99.32		2,529,163		0.68		373,139,842		493,093
7. To re-elect Fred Phaswana as a director	369,687,542		99.33		2,488,228		0.67		372,175,770		1,457,165
8. To re-elect Anne Quinn as a director	371,228,322		99.71		1,079,465		0.29		372,307,787		1,325,147
9. To re-elect David Williams as a director	368,606,634		99.04		3,563,280		0.96		372,169,914		1,463,020
10. To elect Stephen Harris as a member of the DLC audit committee	372,273,170		99.99		32,552		0.01		372,305,722		1,327,213
11. To elect John Nicholas as a member of the DLC audit committee	372,243,076		99.98		62,521		0.02		372,305,597		1,327,338
12. To elect Anne Quinn as a member of the DLC audit committee	372,302,947		100.00		2,775		0.00		372,305,722		1,327,213
Mondi Limited Business
13. To receive the audited financial statements	371,075,068		99.90		370,996		0.10		371,446,064		2,186,871
14. To endorse the remuneration policy	343,062,824		94.32		20,649,980		5.68		363,712,804		9,920,130
15. To authorise a maximum increase of 2.1% in non-executive director fees*	371,478,693		99.82		657,438		0.18		372,136,131		1,496,804
16. To declare a final dividend	372,149,275		100.00		0		0.00		372,149,275		1,483,660
17. To reappoint the auditors	371,145,866		99.73		999,406		0.27		372,145,272		1,487,663
18. To authorise the DLC audit committee to determine the auditors’ remuneration	371,439,352		99.81		706,595		0.19		372,145,947		1,486,988
19. To authorise the directors to provide direct or indirect financial assistance*	365,445,821		98.63		5,091,625		1.37		370,537,446		3,095,489
20. To place 5% of the issued ordinary shares of Mondi Limited under the control of the directors of Mondi Limited	314,244,370		84.44		57,898,985		15.56		372,143,355		1,489,580
21. To place 5% of the issued special converting shares of Mondi Limited under the control of the directors of Mondi Limited	314,298,530		84.46		57,840,454		15.54		372,138,984		1,493,951
22. To authorise the directors to allot and issue ordinary shares of Mondi Limited for cash‡	315,023,797		84.65		57,104,467		15.35		372,128,264		1,504,671
23. To authorise Mondi Limited to purchase its own shares*	363,492,593		98.51		5,511,432		1.49		369,004,025		4,628,909
24. To approve the Mondi Limited 2016 Long-Term Incentive Plan	345,063,631		93.97		22,157,516		6.03		367,221,147		6,411,787
25. To approve the Mondi Limited 2016 Bonus Share Plan	361,732,417		98.36		6,027,771		1.64		367,760,188		5,872,746
Mondi plc Business
26. To receive the report and accounts	371,621,035		99.79		795,008		0.21		372,416,043		1,216,892
27. To approve the remuneration report (other than the policy)	339,522,104		94.03		21,554,976		5.97		361,077,080		12,555,854
28. To declare a final dividend	372,345,500		99.79		795,882		0.21		373,141,382		491,553
29. To reappoint the auditors	371,345,844		99.52		1,794,361		0.48		373,140,205		492,730
30. To authorise the DLC audit committee to determine the auditors’ remuneration	371,637,206		99.60		1,501,550		0.40		373,138,756		494,179
31. To authorise the directors to allot relevant securities	314,484,153		84.28		58,652,156		15.72		373,136,309		496,626
32. To authorise the directors to disapply pre-emption rights*	310,626,797		83.25		62,493,790		16.75		373,120,587		512,348
33. To authorise Mondi plc to purchase its own shares*	367,587,792		98.87		4,209,589		1.13		371,797,381		1,835,553
34. To approve the Mondi plc 2016 Long-Term Incentive Plan	344,308,490		92.87		26,437,451		7.13		370,745,941		2,886,993
35. To approve the Mondi plc 2016 Bonus Share Plan	361,852,111		98.13		6,901,566		1.87		368,753,677		4,879,256

* Special Resolutions

‡ 75% votes in favour required pursuant to the Listings Requirements of the JSE Limited.

Philip Laubscher                                                                     Carol Hunt

Company Secretary                                                                Company Secretary   

Mondi Limited                                                                          Mondi plc

Sponsor in South Africa: UBS South Africa (Pty) Ltd